Bilbo is supposedly the lynch-pin of this whole story - hell, it's called 'The Hobbit' after all, and it's about (as the song in the 1977 animated film starts, 'The greeeeatest adventurrrre') - but damn if you'd know it watching the majority of this entry. I say the 'majority' as he does show up in large part at the end, when it comes time to enter the castle in the mountains and the face-off against the dragon, Smaug, who has hoarded over the dwarfs' gold. But with the exception of a few scenes scattered about, it felt like there was a lack of Bilbo, which is a shame since Martin Freeman is so moving and funny and on-point in this role of the quirky 'straight-man' to these much quirkier, rambunctious dwarfs led by who is arguably the real protagonist - or co-protagonist - Thorin Oakensheild.

Let's talk about that for a moment. For what he's asked to do, Richard Armitage isn't exactly bad in the role, not by a long-shot. He is there and present in this character if the hardcase leader of the dwarfs who has a rightful problem with his father, the former king of the dwarfs, being killed. He wants revenge and justice and so on, but the character just feels so flatly written and plain, somehow there was just a little more dimension with the Lord of the Rings trilogy's mirror character, Aragorn. Thorin comes into a scene and makes his declarations, which is what you do in a fantasy epic like this. But I never really felt for the character so strongly or his quest so much, despite the ending of the first film where there is something of an arc between him trusting Bilbo. Again, not a bad character, but something that I wish was a little more strongly written or played dimension-wise.

Like the other two films in this unnecessary trilogy, there's padding. This is like looking at a nervous football player, loaded up so that he doesn't get pummeled. It's mainly in the inclusion of the elves, and an elf/dwarf romance that comes when the dwarfs are captured momentarily and the really handsome one and Evangeline Lilly's elf fall for one another. Oh, and Legolas returns and there's sort of a hint of a love triangle, because these epics need them nowadays. Not bad actors, once again, and Lilly has more than proved herself on Lost to be capable with a bad-ass action heroine as her character is here. But where's the purpose with the main story? There's no connective tissue with this, and just enough (though added not from the Hobbit but from appendices that Tolkien wrote - just that word 'appendices' like an organ you don't need) with Gandalf on his separate quest which will figure in to this whole SIX film epic at hand.

There's enough well-filmed action and peril to keep things moving along not briskly, but in a manner that I at least didn't fall asleep... well, I did get annoyed by a barrel chase for technical reasons (sure, throw in a low-quality go-pro camera in the river chase while you're mostly using the highest-quality RED cameras, sure, why the hell not?) But, at least, the sequence with Smaug is perfect. It's a marvelous CGI creation that ironically brings back together from Sherlock Freeman and Benedict Cumberbatch, who voices and also does the motion-capture work for the dragon of the title. This is a sequence fraught with tension, clever dialog (much of it with Bilbo's riddles, and this is very similar to the animated film by the way),and intense action and suspense. It's what one wants to see from one of these movies, with a dollop of humor as well.

If only the rest of the film had that. Desolation of Smaug is a good movie, on the whole, but it's so uneven that it may frustrate those who aren't already super-psyched to return to Middle Earth anyway.

After reading some of the previous reviews, I wonder what it takes to engage the modern viewer. It seems we have become so jaded that we see the necessity of giving a one star review to something as phenomenal as this film is. It is filled with action, sets of remarkable creativity, amazing characters, in a complex plot that made me long for the conclusion. I know it doesn't follow the book religiously. Get over that. Even a fifteen hour miniseries based on a novel fails miserably. Of course, every English teacher on the planet knows that we are working in two entirely different mediums. Books and movies are different! What Peter Jackson has done is taken the primary plot and allowed his script writers to take what is given and supplement it with their own creativity. The first film, though imperfect, does set the stage for this superior second effort. What we get is nonstop action, moving the characters toward the object of their quest. Tolkien's rules are followed if not the letter of the plot. The first film was criticized for being too talky. Now this one is being criticized for not being talky enough. For me, the scene where the gang must escape an elven prison and face the orcs is one of the most delightful fifteen minutes I've ever spent in a movie theater. I don't expect an action film based on a book with voluminous characters to have character development like "Driving Miss Daisy." See the film for what it is and count yourselves lucky to have the luxury of being able to see the amazing accomplishments of the Peter Jackson's of the world.

Bilbo Baggins (Martin Freeman) and the dwarfs led by Thorin Oakenshield are on a quest to recover the Arkenstone from the dragon Smaug (Benedict Cumberbatch) and unite the dwarf armies. The group travels through Mirkwood where they encounter the wood elves. Tauriel (Evangeline Lilly) and Legolas (Orlando Bloom) are elves who end up following the group. Meanwhile, Gandalf (Ian McKellen) goes off to investigate the true enemy behind the looming threat.

This is a good improvement over the first part. It is essentially one long road trip. There is no need for an introduction. There are several compelling action sequences. I especially like the barrel rides. Also there are a couple of good character sequences. Oakenshield and Tauriel have some good interactions and build up some good chemistry. Then Bilbo has some great funny moments with Smaug. It's a great ride and what I hoped the first movie would have been.